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TexLaw, Attorney

Category: Business Law

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Experience: Internationational Commercial Attorney

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Hello: I have a slander and defamation case against the CEO

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Hello: I have a slander and defamation case against the CEO and the small publicly traded company that he is the majority shareholder of. I was under the impression that it is a legal requirement of his reporting to the public that he make shareholders, investors and the SEC aware of lawsuits against him and his company. I am in Canada but the company trades publicly and the CEO and head office is in Canada. What are the reporting obligations of a publicly traded company regarding lawsuits against the company and its ownership CEO?

We have been working with the professionals to try to help you with your question. Sometimes it may take a bit of time to find the right fit. I was checking to see if you had already found your answer or if you still needing assistance from one of the professionals.

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I think the answer must come form a lawyer familiar with the US SEC as the governing laws cover companies world wide who trade on the various US exchanges and are governed by SEC regulations. But the company I am involved with legally has Canadian and US offices. I think the best source for an answer would be a US lawyer.

The Securities and Exchange Act does in fact require that a publically traded corporation disclose lawsuits filed against it. These are generally reported in the company's 10-K report. However, whether a lawsuit pending against a director and major shareholder must be reported is another issue altogether. Liability against the director for a tort such as slander may not be one which may be imputed onto the company itself, and thus the company may not have liability to report.

Further, if the damage amount sought is not clear, then the company does not have anything to report, as a report must include an assessment of potential liability. The issue for reporting is whether the botXXXXX XXXXXne of the company will be affected at all by the litigation, and thus affect the shareholders.

For more information, here is an article regarding disclosure: http://ir.lawnet.fordham.edu/cgi/viewcontent.cgi?article=1106&context=jcfl

Thank you for the link and I have only this follow up..."who is responsible for providing the report of assessment of potential liability" ...It may be described in more detail in the link......Thank you

Interestingly, this is what that article touches on. The company is responsible. Since the 10K is generally signed by an officer, it is that officer who takes on the full responsibility for the 10K's veracity. This generally means that the company should have counsel draft disclosure statements, which then must be approved by the signing officer. If he is the signing officer, then he has personal liability to the shareholders and potentially to the SEC for failing to report correctly.

A complaint regarding the fraudulent 10k may be filed with the SEC at: http://www.sec.gov/complaint/select.shtml

Please let me know if you have any further questions. Please also kindly consider rating my answer positively so that I am compensated by the website for my work on your question. Rating positively does not cause an additional charge and does not prevent us from further discussing your questions.

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